Guaranty Agreement

REVENUE GUARANTY AGREEMENT

THIS REVENUE GUARANTY AGREEMENT (the “Agreement”) made this —_ day of October, 2023 by and between fairlife, LLC, a Delaware limited liability company with a principal address at 1001 W. Adams Street, Chicago, IL 60607 (the “Company”), and Town of Webster, New York, a municipal corporation with its principal office at 1000 Ridge Road, Webster, NY 14580 (the “Town”). The Company and the Town are collectively referred to in this Agreement as the “Parties” and are individually referred to as a “Party.”

WHEREAS, the Company has made an application to the County of Monroe Industrial Development Agency (“COMIDA”) seeking incentives in support of a project it proposes to construct in the Town of Webster at Tebor Road (the “Project”); and

WHEREAS, the application includes a request that a Payment in Lieu of Tax Agreement (the “PILOT”) to be entered into between COMIDA and the Company, and that such PILOT agreement include an exemption and payment schedule as shown on Exhibit A attached to this Agreement; and

WHEREAS, the requested PILOT would be for a term of twenty (20) years with annual payments fixed in the amounts set forth in the schedule of the attached Exhibit A, based on the value of $50 million; and

WHEREAS, the Town has provided and continues to provide support for the Project.

NOW, THEREFORE, in consideration of the sum of One Dollar ($1.00) and other good and valuable consideration including the mutual covenants contained herein, the Parties hereto agree as follows:

1, In addition to the annual payments to be made to the Town by the Company under the

PILOT, the Company hereby agrees to make additional annual payments (“Additional

Payments”) to the Town in the amounts set forth on Exhibit B attached hereto.

2. The Additional Payments required under Paragraph 1 above shall be made by the Company regardless of any change in the Town’s equalization rate or the Town tax rate as a percentage of the total tax rates of the Town, County and/or the School District.

3. The Town, when it invoices the Company each year for the amount due under the PILOT as set forth in Exhibit A, will add to such invoice as a separate line item the amount of the applicable Additional Payment set forth in Exhibit B.

The Town will issue an annual invoice to the Company at:

fairlife, LLC

1001 W. Adams Street

Chicago, IL 60607

27028622.2

Each Additional Payment will be paid to the Town in accordance with this Paragraph 3 and Exhibit B of this Agreement; and the payment amount and payment date will be noted on the annual invoice issued by the Town to the Company, provided that any failure of the Town to issue such an invoice shall not relieve Company of its obligation to make payments under this section.

Payments to the Town shall be made payable to the Town of Webster and mailed to:

Town of Webster 1000 Ridge Road Webster, NY 14580 Attn: Town Clerk

4. In the event that the Town fails to invoice the Company for the Additional Payment on the annual PILOT invoice, the Company shall request an invoice from the Town within thirty (30) days.

5. All notices under this Agreement shall be in writing and will be deemed delivered upon the next business day after being deposited with a nationally recognized overnight courier service, or the second business day after being deposited in the United States Mail, postage prepaid, certified mail, return receipt requested. Such notices shall be addressed or delivered to the Parties at their respective addresses shown below.

If to the Company:

fairlife, LLC

1001 W. Adams Street

Chicago, IL 60607

If to the Town:

Town of Webster 1000 Ridge Road Webster, NY 14580 Attn: Town Clerk

Any such addresses for the giving of notices may be changed by either Party by giving written notice as provided above to the other Party. Notice given by counsel to a Party shall be effective as notice from such Party.

27028622,2

6. All Additional Payments are due on or before the later of: a) the due date for PILOT payments as set forth in the final form of the PILOT, or b) the payment date noted on the annual invoice issued by the Town to the Company. Should the Company default on the Additional Payments, the Town may, after providing the Company written notice of any such default and 90 days to cure, pursue legal action against the Company for the defaulted amount. In the event of any litigation arising under or in connection with this Agreement, proper venue shall be Monroe County, New York.

7. The obligations set forth in this Agreement are entered into subject to the approval and execution of a PILOT between COMIDA and the Company.

8. The Parties agree that this is the entire Agreement between them with respect to revenue guaranty payments for the Project. This Agreement may not be amended or modified expect in writing and executed by both Parties.

9. If any provision of this Agreement shall for any reason be held or adjudged to be invalid or illegal or unenforceable by any court of competent jurisdiction, such provision so adjudged invalid, illegal or unenforceable shall be deemed separate, distinct and independent and the remainder of this Agreement shall be and remain in full force and effect and shall not be invalidated or rendered illegal or unenforceable or otherwise affected by such holding or adjudication.

10, This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

11. The recitals set forth in the beginning of this Agreement are hereby incorporated by reference.

[Signature Page to Follow]

27028622.2

[Signature Page to Revenue Guarantee Agreement]

Executed by the undersigned as of the day and year first written above, each of whom represents that it is fully and duly authorized to act on behalf of and bind its principals.

fairlife, LLC By:

TOWN OF WEBSTER

27028622.2

EXHIBIT A

fairlife Fixed PILOT Payment Proposal

Total PILOT Payment Schedule

IDA EXEMPTION SCHEDULE | Tax Rate 42.84] Assessed valuc $ 50,000,000 PILOT Year After Completion of PILOT PILOT Construction Exemption Payment

Year 1 95% $ 107,100 Year 2 90% § 214,200 Year 3 90% $ 214,200 Year 4 80% $ 428,400 Year 5 80% $ 428,400 Year 6 75% $ 535,500 Year? 75% $ 535,500 Year 8 70% $ 642,600 Year 9 70% $ 642,600 Year 10 65% $ 749,700 Year 11 65% $ 749,700 Year 12 55% $ 963,900 Year 13 55% $ 963,900 Year 14 50% $ 1,071,000 Year 15 40% $ 1,265,200 Year 16 35% $ 1,392,300 Year 17 30% $ 1,499,400 Year 18 25% $ 1,606,506 Year 19 20% $ 1,713,600 Year 20 10% $ 1,927,800

Totals $ 17,671,500 27028622.2

PILOT DISTRIBUTION SCHEDULE

DISTRIBUTION OF PILOT AND LAND TAX

Town School County

12,6800% 63.3535% | 23.9665%

$ 43,580 | $ 67,852 |$ 25,668 $ 27,161 | $ 135,703 |$ 51,336 $ 27,161 | $ 135,703 |$ 54,336 $ 54,321 | $ 271,406 | $ 102,672 $ 54,321 | $ 271,406 | $ 102,672 $ 67,902 | $ 339,258 | $ 128,340 $ 67,902 | $ 339,258 | $ 128,340 $ 81,482 | $ 407,110 | $ 154,009 $ 81,482 | $ 407,110 | $ 154,009 $ 95,062 | $ 474,961 |$ 179,677 $ 95,062 | $ 474,961 | 3 179,677 $ 122,223 | $ 610,664 | $ 231,013 $ 122,223 | $ 610,664 | $ 231,013 $ 135,803 | $ 678,516 | $ 256,681 $ 162,964 | $ 814,219 | $ 308,017 $ 176,544 | $ 882,071 | $ 333,685 $ 190,124 | $ 949,922 | $ 359,353 $ 203,705 | $ 1,017,774 | $ 385,021 $ 217,285|$ 1,085,6251$ 410,690 $ 2444461 $ 1,221,329 | $ 462,026 $ 2,240,752} $ 11,195,512 | $4,235,237

EXHIBIT B

ADDITIONAL PAYMENT SCHEDULE

Year | under the schedule below is the same as Year | of the commencement of scheduled payments under the PILOT following the completion of the construction of the Project.

Year 1 $ 6,000 Year 2 $ 9,000 Year 3 $ 12,000 Year 4 $ 16,000 Year 5 $ 18,000 Year 6 § 19,000 Year 7 $ 20,000 Year 8 $ 22,000 Year 9 $ 25,000 Year 10 $ 27,000 Year 11 $ 29,000 Year 12 $ 31,000 Year 13 $ 32,000 Year 14 $ 34,000 Year 15 $ 40,211 Year 16 $ 47,160 Year 17 $ 54,741 Year 18 $ 62,970 Year 19 $ 71,869 Year 20 $ 86,245 TOTAL 5 663,196

27028622.2